Twin River Ranch Property Owners Association
White Bird, Idaho
Twin River Ranch Property Owners Association
Board of Directors Special Meeting
October 1, 2018, 5 PM
White Bird Library
Call to Order
Approval of Agenda
Approval of Prior meeting minutes (9/15 and 9/15 Special Meeting)
Decision on Vacant Board Seat
Purchase of Additional Herbicide
Any Other Urgent Items
Adjourn
Twin River Ranch Property Owners Association
Board of Directors Meeting Minutes
Call to Order: President DeSantis called the meeting to order at the old White Bird School House at 1:00 PM. Present were Steve Duerksen, Don DeSa, Susan Schubert and Carol Ansell. Marty Ansell joined by phone.
Agenda: Carol Ansell requested an amendment to the agenda to document a decision the board made between meetings, and moved to approved the agenda as revised. The motion carried.
Documentation of Action Between Meetings: Board members DeSantis, Duerksen, DeSa and Carol Ansell confirmed and documented for the record that on August 18, the Board had approved the expenditure of approximately $4000 to make unbudgeted repairs to the grader.
Minutes: President DeSantis moved to approve the minutes of the July 21 meeting as submitted. The motion carried. Carol Ansell moved to approve the minutes of the June 15 annual members meeting as submitted. The motion carried.
Officer Elections: The board members agreed to serve in the following capacities for the next year:
Steve Duerksen moved to approve the slate of officers, and the motion carried.
Road Committee Report: Don DeSa reported that the diesel fuel tank was successfully moved to the leased storage area, and provided additional detail on the equipment repairs to the grader. The board purchased material to fabricate an end return blade and new cutting blades with rotating carbide teeth. The teeth result in an appearance that the roadways have been raked, but more importantly, rather than skipping over larger rocks, the rotating teeth crush them, adding to the gravel on the roadway. The final cost of the blade was approximately $4,100.
Treasurer’s Report: Marty Ansell reported that at August 31, the Association had $33,751 in the checking account and $58,366 in the money market account, for a total of $91,937. Marty Ansell also provided a budget-to actual income and expense report as of September 14. Since the last board meeting, the significant expenses, in addition to the grader repairs mentioned above, were diesel fuel, pesticides, and equipment operator labor. Additionally, the Association spent approximately $1,400 in legal fees during the past 3 months. Only two members remain in arrears on Association dues.
Secretary’s Report: Carol Ansell reported that there had been some sales activity since the last board meeting, but not very much. Prior to the next meeting on November 17, she will cross-check the Association records of ownership and addresses with that maintained by the Idaho County Assessor’s Office.
President’s Report: President DeSantis called the board’s attention to the proposed bylaws revisions included in the August mailing. Steve Duerksen moved to accept the Bylaws revisions as presented. The motion carried. Carol. Ansell will file the amended Bylaws with Idaho County Recorder’s Office, and the revised bylaws will be sent to all Members as part of the November mailing.
Member Forum: Members were invited to address comments to the Board.
New Business: The equipment storage lease expires on October 31, 2018. Carol Ansell redrafted the lease and presented it for approval by the Board. President DeSantis read the lease aloud for the benefit of the board and Members. Steve Duerksen moved to approve the lease as written. The motion carried.
No Hunting Notices: With deer season fast approaching, President DeSantis moved to place ads in the Idaho County Free Press and the Penny Saver for two printings each, similar to what was done last year. The ad will remind readers that Twin River Ranch is private property, and persons hunting within the boundaries of TRR must be carrying the permission of the landowner. The motion carried.
Executive Session: President DeSantis moved the Board into Executive Session at 1:24 PM. Two items were discussed. President DeSantis ended the Executive Session at 1:47 PM. After the Executive Session, the following actions were taken on the items discussed during Executive session:
Steve Duerksen moved to send a letter to a member insisting that property improvements be removed. The motion failed.
President DeSantis moved to ask Joe Wright to draft a letter regarding another Member’s non-compliant improvements, which the Board has already requested be removed. The letter should be ready for the Board to review at the next regular meeting on November 17. The motion carried.
Steve Duerksen moved to adjourn the meeting. The motion carried, and the meeting adjourned at 1:49 PM.
Twin River Ranch Property Owners Association
Special Members Meeting
President DeSantis called the meeting to order at 10:00 AM at the old White Bird School Building.
Two items were on the agenda: Results of the second round of balloting for two vacant seats on the Board of Directors, and the balloting to remove Pietro DeSantis as a board member per Article IV, section 4 of the Bylaws of Twin River Ranch Property Owner’s Association, Inc.
Members of the Association were invited to speak.
Secretary Ansell reported the results of the balloting. A total of 96 ballots were returned, though three had no names so were set aside. For the 93 remaining:
Board Seats: Two ballots abstained from voting for board members, leaving a total for votes cast of 91. Each ballot was allotted two votes to be cast for different individuals. Susan Schubert had a total of 46 votes, and Darrin Malinowski had a total of 45 votes. Susan has been voted onto the Board, but the balloting leaves the Board with a total of six members and subject to tie votes. The Board will address the appropriate next steps at the Board meeting at 1PM on September 15.
Removal of Pietro DeSantis: 18 ballots abstained, leaving a total for votes cast of 75. 29 ballots were cast to remove DeSantis, and 46 ballots were cast to not remove him. The vote to remove DeSantis failed.
President DeSantis thanked the members who attended and adjourned the Special Meeting at 10:12 AM.
Twin River Ranch Property Owners Association
Annual Members Meeting Minutes
Hoots Café, White Bird
Call to Order: President Pete DeSantis called the Annual Meeting of the Twin River Ranch Property Owners Association (“TRRPOA”) to order at 10:42. President DeSantis commenced his remarks, but not long into the remarks the Association members endorsed by voice vote not having the meeting proceedings recorded via a video camera.
The following items were topics on the President’s agenda, and each topic was opened for discussion among the Members present:
The Treasurer delivered his report, and various members requested additional information on specific line items.
The Road Chair delivered the road report.
After the delivery of the reports, discussion turned to the proposed adjustments to the Bylaws and Covenants. The proposals were discussed in order. For the third proposal, Larry Dunn proposed that the title of the amendment be changed to Amendment of Bylaws, and the language amended in the first sentence to read “At least twenty-five percent of all Members as represented in person or by proxy entitled to vote, shall be required to constitute a quorum at a meeting of Members to conduct business”. Phil Lesquereux second the motion, and the motion to change the language in the proposal carried.
During the discussions of the proposed adjustments to the Bylaws and Covenants, Craig Wood moved that the percentage of Members required to change language in the Covenants and Bylaws be reduced from 75% to 66 2/3 %. Barbara Macy seconded. There was considerable discussion about the impact of such a vote, with TRRPOA attorney Joe Wright expressing concern about the impact of the change. Mr. Wood withdrew the motion.
On the sixth proposed covenant amendment presented, Gail Chapman moved that the language be revised to read “…no expenditure in excess of $5000.00 shall be allowed without prior approval….”. The motion was seconded by Tammara Otto, and the motion to change the language passed.
Nominations for Board Positions: The following individuals were nominated to the ballot for the two open board seats in addition to Joe Thyne’s previous nomination:
Al Bolden moved to close nominations, seconded by Dwight Miller. The motion carried.
While votes were counted, discussion turned back to the agenda, and the letter that Tammara Otto sent to all board members. She moved that a vote be called to remove President DeSantis as Board President. Deanna Thyne seconded. Both the Bylaws and Idaho Statute don’t allow for Members to remove an Officer from their position. Tammara Otto moved that President DeSantis be removed from the Board of Directors. Deanna Thyne seconded. The motion failed. Tammara Otto requested that a special meeting be held to remove Pete DeSantis from the Board. A sufficient amount of the total Membership voting power (greater than 10% of the Membership) concurred that a special meeting should be held.
John Raynor moved that the TRRPOA reimburse Tammara Otto for her legal fees with respect to the suit brought by TRRPOA. Deanna Thyne seconded. The motion failed.
As a result of the length of the meeting, and concern that a significant number of members had left, President DeSantis adjourned the meeting at 2:35.
Results of Elections:
Subsequent to the adjournment of the meeting, ballots were counted. No Member received a majority of votes as required by the Bylaws, and no adjustments to the covenants passed with the 75% approval level required for adoption.